Unassociated Document


    Exhibit
10.2

     

    AMENDED
AND RESTATED VOTING AGREEMENT

     

    THIS
AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) dated as
of December 21, 2009, by and among Bluefly, Inc., a Delaware corporation (the
“Company”),
Quantum Industrial Partners LDC (“QIP”), SFM Domestic
Investments, LLC, (“SFM” and, together
with QIP, the “Soros
Parties”), Maverick Fund USA, Ltd., Maverick Fund, L.D.C., Maverick Fund
II, Ltd. (collectively, the “Maverick Parties”),
Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice
Capital Offshore, Ltd., S.A.C. Capital Associates, LLC (“SAC”), GPC XLIII,
LLC, PEC I, LLC  (collectively, the “Prentice Parties”;
the Soros Parties, the Maverick Parties and the Prentice Parties, collectively,
the “Existing
Stockholders”) and Rho Ventures VI, LP (“Rho”; the Soros
Parties, the Maverick Parties, the Prentice Parties and Rho, collectively, the
“Stockholders”).

    


    WHEREAS,
the Company and the Existing Stockholders have entered into that certain Voting
Agreement dated as of June 15, 2006 (the “Existing
Agreement”);

    


    WHEREAS,
the Company and Rho have entered into a Securities Purchase Agreement, dated as
of December 21, 2009 (the “Securities Purchase
Agreement”), pursuant to which the Company has agreed to sell, and Rho
has agreed to purchase, an aggregate of 8,823,529 shares of the Company’s common
stock, par value $0.01 per share (the “Common Stock”), which
shall be consummated in two separate closings; an initial closing at which Rho
will purchase a number of shares of Common Stock equal to 19.9% of the Company’s
outstanding Common Stock (the “Initial Closing”),
and a second closing at which Rho will purchase the remaining shares of Common
Stock not purchased at the Initial Closing (the “Second Closing”),
which Second Closing shall take place following approval by the Company’s
stockholders of the issuance of such remaining shares, as required by the rules
and regulations of the NASDAQ Capital Market (the “Stockholder Approval
Condition”); and

    


    WHEREAS,
it is a condition to the parties’ obligations under the Securities Purchase
Agreement that the Company and the Existing Stockholders amend and restate the
Existing Agreement, for the purpose of setting forth the terms and conditions
pursuant to which (i) the Company’s Board of Directors (the “Board”) shall be
restructured into a classified board, (ii) the Stockholders shall vote their
shares of Common Stock in favor of certain designees to the Board and (iii) the
Existing Stockholders shall vote their shares of Common Stock in support of the
Stockholder Approval Condition and the Board Restructuring Condition (as
hereinafter defined).

    


    NOW,
THEREFORE, in consideration for the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree to
amend and restate the Existing Agreement as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE I

    BOARD OF
DIRECTORS

     

    SECTION
1.1  Board
Restructuring.  Subject to receipt of stockholder approval to
amend the Company’s certificate of incorporation to effect the Board
Restructuring (the “Board Restructuring
Condition”), at the Second Closing, the Board shall be restructured into
a ten member Board consisting of three classes of directors with staggered
terms, as follows (the “Board
Restructuring”):

     

    (i)           three
directors shall be up for election in 2012, which shall consist of one designee
of the Soros Parties, one designee of Rho, and one outside independent
director;

     

    (ii)          three
directors shall be up for election in 2011, which shall consist of one designee
of the Soros Parties, one designee of Rho, and the Company’s Chief Executive
Officer; and

     

    (iii)         four
directors shall be up for election in 2010, which shall consist of two outside
directors, one designee of Maverick, and one designee of Prentice.

     

    Prior to
receipt of approval by the Company’s stockholders of the Board Restructuring
Condition, the Board shall continue as a declassified Board consisting of
between 10 and 12 members, including the members nominated in accordance with
Section 1.2. Subsequent to the earlier of (i) the receipt of approval by the
Company’s stockholders of the Board Restructuring Condition or (ii) the date of
the Company’s receipt of the Rho Notice (pursuant to, and as defined in, that
certain Registration Rights Agreement dated as of the date hereof among the
Company and the Stockholders), the Board shall have no more than 10 members
unless otherwise agreed in writing by Rho and Soros.

     

    SECTION
1.2  Designation of
Directors.  As of the Initial Closing and, except as otherwise
provided herein, continuing subsequent to the receipt of approval by the
Company’s stockholders of the Board Restructuring Condition or the date of the
Company’s receipt of the Rho Notice, as applicable,

     

    (a)          subject
to Section
1.6(a), the Soros Parties shall be entitled to designate to serve on the
Board, two designees;

     

    (b)          subject
to Section
1.6(b), Rho shall be entitled to designate to serve on the Board, two
designees, one of which such designees shall be elected to the Board immediately
after the date hereof and the other such designee shall be elected to the Board
in January 2010;

     

    (c)          subject
to Section
1.6(c), the Maverick Parties shall be entitled to designate to serve on
the Board, one designee; and

     

    (d)          subject
to Section
1.6(d), the Prentice Parties (other than SAC) shall be entitled to
designate to serve on the Board, one designee.

     

    SECTION
1.3  Nomination.  Subject
to limitations, if any, imposed by stock exchange rules in effect from time to
time or stock exchange interpretations requiring Board representation
to


    
      
         


      

      
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    be
proportional to stock ownership ( “Proportionality
Requirements”), the Company agrees to cause the persons designated
pursuant to Section
1.2 to be nominated for election in accordance with such person’s term
(or staggered term, as the case may be) at meetings of the stockholders of the
Company called with respect to the election of members of the Board, and at
every adjournment or postponement thereof, and on each action or approval by
written consent with respect to the election of members of the Board consistent
with such person’s term or staggered term (as the case may be).

     

    SECTION
1.4  Agreement to
Vote.

     

    (a)          The
Stockholders hereby agree that at any meeting of the stockholders of the
Company, however called, or at any adjournment or postponement thereof or in any
other circumstances upon which a vote, consent or other approval (including by
written consent) is sought for the election of members to the Board (a “Board
Vote”), the Stockholders shall (a) when a Board Vote is held, appear at
such Board Vote or otherwise cause all shares of capital stock of the Company
owned by them to be counted as present thereat for the purpose of establishing a
quorum and (b) vote (or cause to be voted) all shares of capital stock of the
Company owned by them in favor of the persons designated pursuant to Section
1.2.  The failure of any Stockholder entitled to designate
nominees pursuant to Section 1.2 to fully
exercise its respective designation rights shall not constitute a waiver or
dimunition of such rights nor shall it prevent such Stockholder from exercising
such rights prospectively.

     

    (b)          Should
a person designated pursuant to Section 1.2 be
unwilling or unable to serve, or otherwise cease to serve (including by means of
removal in accordance with the following clause (c)), the Stockholders who
originally nominated such director shall be entitled to designate any
replacement director.

     

    (c)          If
(i) the Soros Parties propose to remove any director designated by the Soros
Parties, (ii) Rho proposes to remove any director designated by Rho, (iii) the
Maverick Parties propose to remove any director designated by the Maverick
Parties or (iv) the Prentice Parties propose to remove any director designated
by the Prentice Parties, the Stockholders agree to cooperate in, and shall vote
all shares of capital stock of the Company owned by them (or, if any action is
being taken by written consent, execute a written consent) in support of, such
removal and any resulting vacancy shall be filled in accordance with the
preceding clause (b).  The Stockholders agree not to take any action
to remove, with or without cause, any director other than in accordance with the
foregoing.

     

    SECTION
1.5  Committees of the Board of
Directors.

     

    (a)          The
Company and the Soros Parties agree that, subject to applicable law, rules or
regulations (including stock exchange regulations), the Soros Parties have the
right to have one person designated by the Soros Parties pursuant to Section
1.2(a) serve on any committee of the Board; provided that if the Nasdaq rules
require that such committee must consist of members who are “independent” (as
defined in applicable Nasdaq rules), then such designee must be
“independent”.

     


    
      
         


      

      
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    (b)          The
Company and Rho agree that, subject to applicable law, rules or regulations
(including stock exchange regulations), Rho has the right to have one person
designated by Rho pursuant to Section 1.2(b) serve
on any committee of the Board; provided that if the Nasdaq rules require that
such committee must consist of members who are “independent” (as defined in
applicable Nasdaq rules), then such designee must be “independent”.

     

    (c)          The
Company and the Maverick Parties agree that, subject to applicable law, rules or
regulations (including stock exchange regulations), the Maverick Parties have
the right to have one person designated by the Maverick Parties pursuant to
Section 1.2(c)
serve on any committee of the Board; provided that if the Nasdaq rules require
that such committee must consist of members who are “independent” (as defined in
applicable Nasdaq rules), then such designee must be “independent”.

     

    (d)         
The Company and the Prentice Parties (other than SAC) agree that, subject to
applicable law, rules or regulations (including stock exchange regulations), the
Prentice Parties (other than SAC) have the right to have one person designated
to the Board by the Prentice Parties pursuant to Section 1.2(d) serve
on any committee of the Board; provided that if the Nasdaq rules require that
such committee must consist of members who are “independent” (as defined in
applicable Nasdaq rules), then such designee must be “independent”.

     

    (e)          The
parties hereto agree that if the Company establishes an Executive Committee (or
a committee with executive or similar functions) of the Board (the “Executive
Committee”), then (i) the persons designated by the Soros Parties
pursuant to Section
1.2(a) shall serve on such Executive Committee, (ii) the persons
designated by Rho pursuant to Section 1.2(b) shall
serve on such Executive Committee, (iii) the person designated by the Maverick
Parties pursuant to Section 1.2(c) shall
serve on such Executive Committee and (iv) the person designated by the Prentice
Parties pursuant to Section 1.2(d) shall
serve on such Executive Committee.

     

    SECTION
1.6  Resignation.

     

    (a)           (1)           If
the Soros Parties dispose of their capital stock of the Company so that they own
less than the greater of 50% of their Current Shares or the minimum number of
shares that are required to be owned under applicable Nasdaq rules and
regulations with respect to the Proportionality Requirements which would allow
the Soros Parties to designate two directors to serve on the Board, they shall
cause one of the directors designated by them pursuant to Section 1.2(a) to
resign from the Board.

     

    (ii)           If
the Soros Parties dispose of their capital stock of the Company so that they own
less than the greater of 25% of their Current Shares or the minimum number of
shares that are required to be owned under applicable Nasdaq rules and
regulations with respect to the Proportionality Requirements which would allow
the Soros Parties to designate one director to serve on the Board (a “Soros Termination
Event”), they shall cause each of the directors designated by them
pursuant to Section
1.2(a) to resign from the Board.

     

    (b)           (i)           If
Rho disposes of its capital stock of the Company so that it owns less than the
greater of 28% of its Current Shares or the minimum number of shares that are
required to be owned under applicable Nasdaq rules and regulations with respect
to the

     


    
      
         


      

      
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    Proportionality
Requirements which would allow Rho to designate two directors to serve on the
Board, it shall cause one of the directors designated by it pursuant to Section 1.2(b) to
resign from the Board.

     

    (ii)           If
Rho disposes of its capital stock of the Company so that it owns less than the
greater of 14% of its Current Shares or the minimum number of shares that are
required to be owned under applicable Nasdaq rules and regulations with respect
to the Proportionality Requirements which would allow Rho to designate one
director to serve on the Board (a “Rho Termination
Event”), it shall cause each of the directors designated by it pursuant
to Section
1.2(b) to resign from the Board.

     

    (c)          If
the Maverick Parties dispose of their capital stock of the Company so that they
own less than the greater of 50% of their Current Shares or the minimum number
of shares that are required to be owned under applicable Nasdaq rules and
regulations with respect to the Proportionality Requirements which would allow
the Maverick Parties to designate one director to serve on the Board (a “Maverick Termination
Event”), they shall cause the director designated by them pursuant to
Section 1.2(c)
to resign from the Board.

     

    (d)          If
the Prentice Parties dispose of their capital stock of the Company so that they
own less than the greater of 50% of their Current Shares or the minimum number
of shares that are required to be owned under applicable Nasdaq rules and
regulations with respect to the Proportionality Requirements which would allow
the Prentice Parties to designate one director to serve on the Board (a “Prentice Termination
Event”), they shall cause the director designated by them pursuant to
Section 1.2(d)
to resign from the Board.

     

    (e)          “Current Shares” shall mean (i) with respect to the
Maverick Parties and the Prentice Parties, the shares of capital stock of the
Company beneficially owned by the Maverick Parties or the Prentice Parties, as
applicable, immediately following the closing of the transactions contemplated
by the Stock Purchase Agreement, dated as of June 5, 2006, by and among the
Company, the Soros Parties, the Maverick Parties and the Prentice Parties (the
“Original
Closing”), including shares
of capital stock of the Company issuable upon exercise of warrants or options
outstanding immediately following the Original Closing and (ii) with respect to
the Soros Parties and Rho, the shares of capital stock of the Company owned by
or for the benefit of the Soros Parties or Rho, as applicable, immediately
following the Initial Closing, including shares of capital stock of the Company
issuable upon exercise of warrants or options outstanding immediately following
the Initial Closing; provided, that, with respect to Rho, if the Second
Closing occurs, “Current Shares” shall mean the shares of Common Stock of the
Company owned by or for the benefit of Rho immediately following the Second
Closing, including shares of capital stock of the Company issuable upon exercise
of warrants or options outstanding immediately following the Second
Closing.

     

    (f)           If
either a Maverick Termination Event or a Prentice Termination Event occurs, then
the size of the Board shall be reduced by the number of directors resigning from
the Board and, for so long as Rho and/or Soros respectively owns 10% or more of
the outstanding Common Stock, the size of the Board may not be increased to
larger than an eight member Board without the prior written consent of Rho
and/or Soros (as applicable).

     

    
      
         


      

      
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    SECTION
1.7  Liability.  No
Party who shall vote or consent or withhold consent or make a request in their
capacity as a stockholder of the Company with respect to any securities subject
to this Agreement on, to or from any matter in compliance with the terms hereof
shall, as a result of any such vote or consent or withholding of consent or
making of a request, have any obligation or liability to any other party hereto
(whether such other party shall also vote or consent or withhold consent or make
a request with respect to any securities, then subject to this
Agreement).

     

    SECTION
1.8  Reimbursement of Expenses;
Director Fees.  The Company shall reimburse the directors for
all reasonable out-of-pocket expenses incurred in connection with their
attendance at meetings of the Board and any committees thereof, including
without limitation travel, lodging and meal expenses.  For the
avoidance of doubt, directors designated by Rho shall receive (a) equity based
compensation for serving on the Board and on any committees thereof equivalent
to the equity based compensation paid to other non-management directors for such
service and (b) cash compensation for serving on the Board and any committees
thereof equivalent to the cash compensation paid to the directors designated to
the Board by any of the Existing Stockholders.

     

    SECTION
1.9  D&O
Insurance.  To the extent available on commercially reasonable
terms, the Company shall obtain and maintain customary director and officer
indemnity insurance on commercially reasonable terms and the terms of such
insurance shall be reasonably acceptable to (i) for so long as Rho is entitled
to designate at least one director for election to the Board pursuant to Section 1.2(b), Rho,
and (ii) for so long as Soros is entitled to designate at least one director for
election to the Board pursuant Section 1.2(a),
Soros.

     

    SECTION
1.10  Information.  Each
Stockholder and the Company agrees and acknowledges that the directors
designated by Rho may share confidential, non-public information about the
Company with Rho; provided that Rho agrees to keep such information confidential
and agrees to comply with all applicable securities laws in connection
therewith, and provided, further, that information protected by attorney client
privilege or attorney work product will not be disclosed to the extent such
disclosure will cause the loss of such privilege.

     

    ARTICLE II

    SUPPORT AGREEMENT;
LOCK-UP

     

    SECTION
2.1  Support
Agreement.  The Existing Stockholders hereby agree that at any
meeting of the stockholders of the Company, however called, or at any
adjournment or postponement thereof or in any other circumstances upon which a
vote, consent or other approval (including by written consent) is sought (a
“Company Stockholders’
Vote”), the Existing Stockholders shall (a) when a Company
Stockholders’ Vote is held, appear at such Company Stockholders’ Vote or
otherwise cause all Eligible Vote Shares to be counted as present thereat for
the purpose of establishing a quorum and (b) vote (or cause to be voted) all
Eligible Vote Shares in favor of the Stockholder Approval Condition and the
Board Restructuring Condition.  “Eligible Vote Shares
” means, with respect to a particular Existing Stockholder, the aggregate number
of shares of Common Stock held by such Existing Stockholder, multiplied by the
Specified Portion.  “Specified Portion”
means the percentage of the shares of Common Stock owned by the Existing
Stockholders, which (when aggregated with the shares of Common Stock purchased
by Rho at the

     


    
      
         


      

      
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    Initial
Closing or otherwise beneficially owned by it and eligible to be voted in such
Company Stockholders’ Vote) equals 40% of the outstanding shares of Common Stock
of the Company.  The Specified Portion shall be allocated among the
Existing Stockholders on a pro rata basis in
proportion to their respective share ownership as of the date of the Company
Stockholders’ Vote.

     

    SECTION
2.2  Lock-Up.

     

    (a)          Maverick/Prentice
Lock-Up.

     

    (i)           Subject
to section 2.2(a)(ii), until the date that is 90 days from the date hereof (the
"Prentice/Maverick Initial Lock-Up Termination Date”), neither the Maverick
Parties nor the Prentice Parties will, without the prior written consent of the
Soros Parties, Rho and the Company, (1) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, any shares of capital stock
of the Company, (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
any shares of capital stock of the Company, or any securities exchangeable for
or any other rights to purchase any shares of capital stock of the Company or
(3) publicly announce an intention to effect any transaction specified in clause
(1) or (2) (such restrictions being referred to herein as the "Prentice/Maverick
Lock-Up Restrictions").  Notwithstanding anything to the contrary
contained herein, the Prentice/Maverick Lock-Up Restrictions shall not apply to
any sale of Common Stock by the Maverick Parties or the Prentice Parties to Rho
or an individual, corporation, partnership, limited liability company, trust,
business trust, association, joint stock company, joint venture, sole
proprietorship, unincorporated organization, or any other form of entity
unaffiliated with Rho (a "Rho Co-Investor"), if (A) such sale is approved in
writing by Rho and, to the extent required under Nasdaq rules and regulations,
the Company’s shareholders and (B) in the case of a sale to a Rho Co-Investor,
the Rho Co-Investor was introduced to Prentice or Maverick (as applicable) by
Rho.  Notwithstanding anything to the contrary contained herein, the
Maverick Parties and Prentice Parties hereby each covenant and agree that they
will comply with the requirements of Section 2.1 with respect to any shares held
by them as of the record date of any Company Stockholders' Vote with respect to
the Stockholder Approval Condition or Board Restructuring Condition, regardless
of any transaction effected pursuant to Section 2.2(a)(i)(1) or (2)
hereof.

     

    (ii)          The
Prentice/Maverick Lock-Up Restrictions shall continue to apply with respect to
the Prentice Parties or the Maverick Parties (as the case may be) until the one
year anniversary of the Initial Closing (or such earlier date as Rho and/or
Soros is permitted to sell securities that are subject to the lock-up set forth
in Section 2.2(b) hereof) if Rho and/or a Rho Co-Investor shall have offered, in
writing, (and in the case of such a written offer, the Prentice
Parties  or the Maverick Parties, as the case may be, shall not have
accepted such an offer), on or prior to the Prentice/Maverick Initial Lock-Up
Termination Date, to purchase for cash at least 50% (or, in the case of
Prentice, 100%) of the shares of Common Stock owned by the Prentice Parties or
the Maverick Parties (as the case may be) as of the date hereof on pricing terms
no less favorable than those included in the Securities Purchase Agreement, with
such purchase to be consummated within 20 days of delivery of such written
notice.  In connection with any such sale to Rho and/or a Rho
Co-Investor,

     


    
      
         


      

      
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    neither
the Prentice Parties nor the Maverick Parties (as the case may be) shall be
required to make any representations or warranties concerning the
Company.  Notwithstanding anything contained in this Section
2.2(a)(ii) to the contrary, the lock-up restrictions applicable to (1) the
Prentice Parties hereunder shall not apply to any transfer by any of the
Prentice Parties to any person so long as Prentice Capital Management, L.P.
remains the beneficial owner of the transferred securities; and (2) the Maverick
Parties hereunder shall not apply to any transfer by any of the Maverick Parties
to any person so long as Maverick Capital, Ltd. remains the beneficial owner of
the transferred securities.  For purposes of this Section 2.2(a)(ii)
only, the term “Prentice Parties” shall not include SAC.

     

    (b)          Soros/Rho
Lock-Up.  Until the one year anniversary of the date of the
Initial Closing, neither the Soros Parties nor Rho will, without the prior
written consent of non-selling party (i.e., Rho or Soros Parties), (i) sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, any shares of capital stock of the Company, (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any shares of capital stock of the
Company, or any securities exchangeable for or any other rights to purchase any
shares of capital stock of the Company or (iii) publicly announce an intention
to effect any transaction specified in clause (i) or
(ii).  Notwithstanding anything contained in this Section 2.2(b) to
the contrary, the lock-up restrictions applicable to the Soros Parties hereunder
shall not apply to any transfer by the Soros Parties to (1) any of Soros Fund
Management LLC or George Soros or any of their respective affiliates, (2) any
person or entity that is managed (x) by Soros Fund Management LLC or (y) by any
person or entity that is an Affiliate of Soros Fund Management LLC or (3) any
person or entity that is a charitable organization established by George Soros
or any of the members of George Soros’ family.

     

    ARTICLE III

    REPRESENTATIONS AND
WARRANTIES

    OF EXISTING
STOCKHOLDERS

     

    Each
Existing Stockholder hereby, for itself and for no other Existing Stockholder,
represents and warrants to the Stockholders as follows:

     

    SECTION
3.1  Authorization; Binding
Agreement.  Such Existing Stockholder has all requisite legal
right, power, authority and capacity to execute and deliver this Agreement, to
perform its obligations hereunder, and to consummate the transactions
contemplated hereby and thereby.  This Agreement has been duly and
validly executed and delivered by or on behalf of such Existing Stockholder and,
assuming its due authorization, execution and delivery by or on behalf of such
Existing Stockholder, constitute the legal, valid and binding obligations of
such Existing Stockholder, enforceable against such Existing Stockholder in
accordance with its respective terms, subject to the effect of any applicable
bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights
generally.

     

    SECTION
3.2  No
Conflict; Required Filings and Consents.

     

    (a)          The
execution and delivery of this Agreement by such Existing Stockholder do not,
and the performance of this Agreement by such Existing Stockholder will not,
(i) conflict

     


    
      
         


      

      
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    with or
violate any statute, law, rule, regulation, order, judgment or decree applicable
to such Existing Stockholder or by which such Existing Stockholder or any of
such Existing Stockholder’s material properties or assets is bound or affected,
(ii) violate or conflict with the Certificate of Incorporation, Bylaws or
other equivalent organizational documents of such Existing Stockholder, or
(iii) result in or constitute (with or without notice or lapse of time or
both) any breach of or default under, or give to another party any right of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the material
property or assets of such Existing Stockholder pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such Existing Stockholder is a party or
by which such Existing Stockholder or any of such Existing Stockholder’s
material properties or assets is bound or affected; except in the case of the
foregoing clauses (i), (ii) and (iii), where such violation, conflict, breach,
default, right of termination, amendment, acceleration or cancellation, lien,
encumbrance or restriction would not, or would reasonably be expected not to,
prevent or materially delay the performance by such Existing Stockholder of such
Existing Stockholder’s obligations under this Agreement.  There is no
beneficiary or holder of a voting trust certificate or other interest of any
trust of which such Existing Stockholder is a trustee whose consent is required
for the execution and delivery of this Agreement or the consummation by such
Existing Stockholder of the transactions contemplated by this
Agreement.

     

    (b)          The
execution and delivery of this Agreement by such Existing Stockholder do not,
and the performance of this Agreement by such Existing Stockholder will not,
require any consent, approval, order, permit or governmental, authorization or
permit of, or filing with or notification to, any third party or any
governmental, regulatory or administrative authority, agency or commission,
domestic or foreign, except as may be required under the Exchange Act, and
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not, or would
reasonably be expected not to, prevent or materially delay the performance by
such Existing Stockholder of such Existing Stockholder’s obligations under this
Agreement.  Other than as contained in this Agreement, such Existing
Stockholder does not have any understanding in effect with respect to the voting
or transfer of any shares of capital stock of the Company owned by such Existing
Stockholder.

     

    ARTICLE IV

    REPRESENTATIONS AND
WARRANTIES OF

    THE COMPANY AND
RHO

     

    Each of
the Company and Rho hereby, jointly and not severally, represents and warrants
to the Existing Stockholders as follows:

     

    SECTION
4.1  Authorization; Binding
Agreement.  Each of the Company and Rho has all requisite legal
right, power, authority and capacity to execute and deliver this Agreement and
to perform its obligations hereunder, and to consummate the transactions
contemplated hereby.  This Agreement has been duly and validly
executed and delivered by or on behalf of each of the Company and Rho and,
assuming its due authorization, execution and delivery by or on behalf of the
Existing Stockholders, constitutes the legal, valid and binding obligation of
the Company and Rho, enforceable against the Company and Rho in accordance with
its terms, subject to the effect

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    of any
applicable bankruptcy, insolvency, moratorium or similar law affecting
creditors’ rights generally.

     

    SECTION
4.2  No
Conflict; Required Filings and Consents.

     

    (a)          The
execution and delivery of this Agreement by each of the Company and Rho will
not, (i) conflict with or violate any statute, law, rule, regulation,
order, judgment or decree applicable to the Company or Rho or by which the
Company or Rho or any of the Company’s or Rho’s respective material properties
or assets is bound or affected, (ii) violate or conflict with the
Certificate of Incorporation, Bylaws or other equivalent organizational
documents of the Company or Rho, or (iii) result in or constitute (with or
without notice or lapse of time or both) any breach of or default under, or give
to another party any right of termination, amendment, acceleration or
cancellation of, or result in the creation of any lien or encumbrance or
restriction on any of the respective material property or assets of the Company
or Rho pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which the
Company or Rho is a party or by which the Company or Rho or any of the Company’s
or Rho’s respective material properties or assets is bound or affected; except
in the case of the foregoing clauses (i), (ii) and (iii), where such violation,
conflict, breach, default, right of termination, amendment, acceleration or
cancellation, lien, encumbrance or restriction would not, or would reasonably be
expected not to, prevent or materially delay the performance by the Company or
Rho of any of their respective obligations under this Agreement.

     

    (b)          The
execution and delivery of this Agreement by each of the Company or Rho do not,
and the performance of this Agreement by each of the Company or Rho will not,
require any consent, approval, order, permit or governmental, authorization or
permit of, or filing with or notification to, any third party or any
governmental, regulatory or administrative authority, agency or commission,
domestic or foreign, except as may be required under the Exchange Act, and
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not, or would
reasonably be expected not to, prevent or materially delay the performance by
the Company or Rho of the Company’s or Rho’s respective obligations under this
Agreement.

     

    ARTICLE V

     

    MISCELLANEOUS

     

    


     

    SECTION
5.1  Further
Assurances.  From time to time and without additional
consideration, the Company and each of the Stockholders shall execute and
deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents and other instruments, and shall
take such further actions, as the Company or any of the Stockholders may
reasonably request for the purpose of carrying out and furthering the intent of
this Agreement.

     

    SECTION
5.2  Entire
Agreement.  This
Agreement, the Securities Purchase Agreement and the other documents executed in
connection therewith (collectively, the “Transaction Documents”) constitute the
entire agreement between the parties hereto with respect to the
subject

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    matter
hereof and supersede all previous negotiations, commitments and writings with
respect to such subject matter, including, without limitation, the Existing
Agreement.

     

    SECTION
5.3  Assignments; Parties in
Interest.  Neither
this Agreement nor any of the rights, interests or obligations hereunder may be
assigned by any of the parties hereto without the prior written consent of the
other parties.  This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing herein, express or implied, is
intended to or shall confer upon any person not a party hereto any right,
benefit or remedy of any nature whatsoever under or by reason hereof, except as
otherwise provided herein.  In the event that any Stockholder desires
to transfer any shares of capital stock (or rights to purchase shares of capital
stock) owned by such Stockholder to any affiliate of such Stockholder, then it
shall be a condition to such transfer that any such affiliate transferee agree
to become a party to, and bound by, this Agreement in the same capacity as the
Stockholder that transferred such shares of capital stock (or rights to purchase
shares of capital stock) to it.

     

    SECTION
5.4  Term

     

    (a)          The
rights and obligations of the Soros Parties hereunder (except with respect to
their obligation to cause directors designated by them to resign under Section 1.6(a)) shall
automatically terminate upon occurrence of a Soros Termination
Event.

     

    (b)          The
rights and obligations of Rho hereunder (except with respect to their obligation
to cause directors designated by them to resign under Section 1.6(b))
shall automatically terminate upon occurrence of a Rho Termination
Event.

     

    (c)          The
rights and obligations of the Maverick Parties hereunder (except with respect to
their obligation to cause directors designated by them to resign under Section 1.6(c))
shall automatically terminate upon occurrence of a Maverick Termination
Event.

     

    (d)          The
rights and obligations of the Prentice Parties hereunder (except with respect to
their obligation to cause directors designated by them to resign under Section 1.6(d))
shall automatically terminate upon the occurrence of a Prentice Termination
Event.

     

    SECTION
5.5  Amendments.  This
Agreement may not be amended or modified except by an instrument in writing
signed by, or on behalf of, the parties against whom such amendment or
modification is sought to be enforced.

     

    SECTION
5.6  Descriptive
Headings.  The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.

     

    SECTION
5.7  Notices
and Addresses.  Any notice, demand, request, waiver, or other
communication under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service, if personally served or sent by
facsimile; on the business day after notice is delivered to a courier or mailed
by express mail, if sent by courier delivery service or express mail for next
day delivery; and on the fifth business day after mailing, if mailed to the
party

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    to whom
notice is to be given, by first class mail, registered, return receipt
requested, postage prepaid and addressed as follows:

     

    
      
        
          	
                  To
      the Company:

                	
                  Bluefly,
      Inc.

                
	 
      	
                  42
      West 39th Street, 9th Floor

                
	 
      	
                  New
      York, New York 10018

                
	 
      	
                  Facsimile:  (212)
      354-3400

                
	 
      	
                  Attention:  Chief
      Financial Officer

                
	 
      	 
      
	 
      	
                  With
      a copy (which shall not constitute notice) to:

                
	 	 
	 
      	
                  Dechert
      LLP

                
	 
      	
                  1095
      Avenue of the Americas

                
	 
      	
                  New
      York, New York 10036

                
	 
      	
                  Facsimile:  (212)
      698-3599

                
	 
      	
                  Attention:  Richard
      A. Goldberg, Esq.

                
	 
      	 
      
	
                  To
      the Soros Parties:

                	
                  Quantum
      Industrial Partners LDC

                
	 
      	
                  SFM
      Domestic Investments LLC

                
	 
      	
                  c/o
      Soros Fund Management LLC

                
	 
      	
                  888
      Seventh Avenue

                
	 
      	
                  New
      York, New York 10106

                
	 
      	
                  Facsimile:  (646)
      731-5584

                
	 
      	
                  Attention:   Jay
      Schoenfarber

                
	 
      	 
      
	
                  To
      the Maverick Parties:

                	
                  Maverick
      Fund USA, Ltd.

                
	 
      	
                  Maverick
      Fund, L.D.C.

                
	 
      	
                  Maverick
      Fund II, Ltd.

                
	 
      	
                  c/o
      Maverick Capital, Ltd.

                
	 
      	
                  300
      Crescent Court, 18th Floor

                
	 
      	
                  Dallas,
      Texas 75201

                
	 
      	
                  Facsimile:  (214)
      880-4042

                
	 
      	
                  Attention:  General
      Counsel

                
	 
      	 
      
	 
      	
                  With
      a copy (which shall not constitute notice) to:

                
	 	 
	 
      	
                  Shearman
      & Sterling, LLP

                
	 
      	
                  599
      Lexington Avenue

                
	 
      	
                  New
      York, New York 10022

                
	 
      	
                  Facsimile.:  (646)
      848-8902

                
	 
      	
                  Attention:  Stephen
      M. Besen

                
	 
      	 
      
	
                  To the Prentice
      Parties

                	 
      
	
                  (other than
      SAC):

                	
                  Prentice
      Capital Management, L.P.

                
	 
      	
                  623
      Fifth Avenue, 32nd
      Floor

                


        

      

    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                New
      York, New York 10022

              
	 
      	
                Attention:
      Michael Zimmerman

              
	 
      	
                Facsimile:
      (212) 756-1480

              
	 
      	 
      
	 
      	
                With
      a copy (which shall not constitute notice) to:

              
	 	 
	 
      	
                Lowenstein
      Sandler PC

              
	 
      	
                1251
      Avenue of the Americas

              
	 
      	
                New
      York, NY 10020

              
	 
      	
                Attention:
      Matthew B. Hoffman

              
	 
      	
                Facsimile:
      (973) 422-6807

              
	 
      	 
      
	
                To SAC:

              	
                S.A.C.
      Capital Associates, LLC

              
	 
      	
                c/o
      S.A.C. Capital Advisors, LLC

              
	 
      	
                72
      Cummings Point Road

              
	 
      	
                Stamford,
      CT 06902

              
	 
      	
                Attention:
      Peter A. Nussbaum

              
	 
      	 
      
	 
      	
                With
      a copy (which shall not constitute notice) to:

              
	 
      	 
      
	 
      	
                Prentice
      Capital Management, L.P.

              
	 
      	
                623
      Fifth Avenue, 32nd Floor

              
	 
      	
                New
      York, New York 10022

              
	 
      	
                Attention:
      Michael Zimmerman

              
	 
      	
                Facsimile:
      (212) 756-1480

              
	 
      	 
      
	
                To
      Rho:

              	
                Rho
      Ventures VI, L.P.

              
	 
      	
                Carnegie
      Hall Tower

              
	 
      	
                152
      West 57th Street, 23rd Floor

              
	 
      	
                New
      York, New York 10019

              
	 
      	
                Telephone
      No.:  (212)
      751-6677

              
	 
      	
                Facsimile
      No.:  (212.751.3613

              
	 
      	
                Attention:  Jeffrey
      I. Martin, Esq.

              
	 
      	 
      
	 
      	
                With
      a copy to (which shall not constitute notice) to:

              
	 
      	 
      
	 
      	
                Goodwin
      Procter LLP

              
	 
      	
                The
      New York Times Building

              
	 
      	
                620
      Eighth Avenue

              
	 
      	
                New
      York, New York

              
	 
      	
                Telephone
      No.:  (212) 813-8800

              
	 
      	
                Facsimile
      No.:  (212) 355-3333

              
	 
      	
                Attention:  Stephen
      M. Davis, Esq.

              


      

    

     

    SECTION
5.8  Severability.  In
the event that any provision of this Agreement becomes or is declared by a court
of competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    provision
to other persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto.  The parties further agree to
replace such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable
provision.

     

    SECTION
5.9  Governing Law; Choice of
Forum; Jury
Waiver.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS LAW, PROVIDED THAT THE PROVISIONS SET FORTH HEREIN AND
ANY CLAIMS OR DISPUTES ARISING OUT OF OR RELATED TO SUCH PROVISIONS OR THE
SUBJECT MATTER THEREOF THAT ARE REQUIRED TO BE GOVERNED BY THE DELAWARE GENERAL
CORPORATION LAW SHALL BE GOVERNED BY THE DELAWARE GENERAL CORPORATION
LAW  The parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may only
be brought in the United States District Court for the Southern District of New
York or any New York State court sitting in the Borough of Manhattan in New York
City, and each of the parties hereby consents to the jurisdiction of such courts
(and of the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by Law (as
defined in the Investment Agreement), any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum.  Process
in any such suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such
court.

     

    SECTION
5.10  Counterparts; Facsimile
Signatures.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.  This Agreement may be
executed by facsimile, and a facsimile signature shall have the same force and
effect as an original signature on this Agreement. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

     

    SECTION
5.11  Independent Nature of
Stockholders’ Obligations and Rights.  The obligations of each
Stockholder this Agreement are several and not joint with the obligations of any
other Stockholder, and no Stockholder shall be responsible in any way for the
performance of the obligations of any other Stockholder under this
Agreement.  Nothing contained herein or in any Transaction Document,
and no action taken by any party hereto pursuant thereto, shall be deemed to
constitute any Stockholder as a partnership, an association, a joint venture or
any other kind of entity with any other Stockholder, or create a presumption
that the Stockholders are in any way acting in concert or as a group with
respect to such obligations or the transactions contemplated by the Transaction
Documents.  Each Stockholder shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising
out of this Agreement or out of the other Transaction Documents, and it shall
not be necessary for any other Stockholder to be joined


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    as an
additional party in any proceeding for such purpose.  Each Stockholder
has been represented by its own separate legal counsel in their review and
negotiation of the Transaction Documents.

     

    SECTION
5.12  Specific
Performance.  Each of the parties hereto, in addition to being
entitled to exercise all of its rights hereunder, including recovery of damages,
shall be entitled to specific performance of its rights under this
Agreement.  Each party agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be
adequate.

     

    SECTION
5.13  No
Violations. Each of the parties hereto agree that no party hereto shall
be obligated to comply with any provisions of this Agreement relating to the
voting of shares of capital stock of the Company if doing so would constitute a
violation of law or public policy.

     

    [Signature
pages follow]


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, this Amended and Restated Voting Agreement has been duly
executed on the date first set forth above.

    


     

    BLUEFLY,
INC.

     

    By:          /s/ Kara B.
Jenny                           


    Name:   Kara B.
Jenny

    Title:     Chief
Financial Officer

     

    QUANTUM
INDUSTRIAL PARTNERS LDC

     

    By:           /s/ Jay A.
Schoenfarber                       


    Name:   Jay A.
Schoenfarber

    Title:     Attorney-in-fact


     

    SFM
DOMESTIC INVESTMENTS LLC

     

    By:           /s/ Jay A.
Schoenfarber                     


    Name:   Jay A.
Schoenfarber

    Title:     Attorney-in-fact


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    MAVERICK
FUND USA, LTD

     

     

    By:
MAVERICK CAPITAL, LTD.,

    as its
Investment Manager

     

    By:           /s/ John T.
McCafferty                   


     

    Name:   John T.
McCafferty

    Title:     Limited
Partner and General Counsel

     

    MAVERICK
FUND L.D.C.

     

     

    By:
MAVERICK CAPITAL, LTD.,

    as its
Investment Manager

     

    By:          /s/ John T.
McCafferty                       


     

    Name:   John T.
McCafferty

    Title:     Limited
Partner and General Counsel

    
 

     

    MAVERICK
FUND II, LTD

     

    By:
MAVERICK CAPITAL, LTD.,

    as its
Investment Manager

     

    By:           /s/ John T.
McCafferty                           


    Name:   John T.
McCafferty

    Title:     Limited
Partner and General Counsel

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PRENTICE
CAPITAL PARTNERS, LP

     

    By: 
Prentice Capital GP, LLC

     

    By:    
/s/ Matthew
Hoffman                   


    Name:
 Matthew Hoffman

    Title:   

     

    PRENTICE
CAPITAL PARTNERS QP, LP

     

    By: 
Prentice Capital GP, LLC

     

    By:     
/s/ Matthew
Hoffman                    


    Name: Matthew
Hoffman

    Title:   

     

    PRENTICE
CAPITAL OFFSHORE, LTD.

     

    By: 
Prentice Capital Management, LP, its investment manager

     

    By:     
/s/ Matthew
Hoffman                     


    Name: Matthew
Hoffman

    Title:   

     

    GPC
XLIII, LLC

     

    By: 
Prentice Capital Management, LP, its advisor

     

    By:     
/s/ Matthew
Hoffman                        

    Name:
Matthew Hoffman

    Title:   

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PEC I,
LLC

     

    By: 
Prentice Capital Management, LP, its manager

     

    By:     
/s/ Matthew
Hoffman                               


    Name: Matthew
Hoffman

    Title:   

     

    S.A.C.
CAPITAL ASSOCIATES, LLC

     

    By: 
S.A.C. Capital Advisors, LLC

     

    By:     
/s/ Peter A.
Nussbaum                                


    Name:       Peter
A. Nussbaum

    Title:         General
Counsel

     

    RHO
VENTURES VI, L.P.

     

    By:      /s/ Jeffrey
Martin                                         


    Name:    
   Jeffrey Martin

    Title:       
 Attorney-in-fact